Note 18 – Fair Value Measurements

The fair value measurement accounting guidance establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the Company's own assumptions.

An asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016 and 2015:

	Total Fair Value			Level 1		Level 2		Level 3

December 31, 2017
Assets:
Assets held in rabbi trusts	$	45,252		$	28,589	$	16,663	$	-
Available for sale securities	$	4,621			4,621		-		-
Non - U.S. Defined Benefit Pension Plan Assets:
Equity securities	$	8,793			8,793		-		-
Fixed income securities	$	12,793			12,793		-		-
Cash	$	49,019			49,019		-		-
	$	120,478		$	103,815	$	16,663	$	-
Liabilities:
Embedded derivative - convertible debentures due 2040	$	(206	)		-		-		(206	)
Embedded derivative - convertible debentures due 2041	$	(214	)		-		-		(214	)
Embedded derivative - convertible debentures due 2042	$	(118	)		-		-		(118	)
	$	(538	)	$	-	$	-	$	(538	)

December 31, 2016
Assets:
Assets held in rabbi trusts	$	41,917		$	27,297	$	14,620	$	-
Available for sale securities	$	3,969			3,969		-		-
Non - U.S. Defined Benefit Pension Plan Assets:
Equity securities	$	9,963			9,963		-		-
Fixed income securities	$	12,780			12,780		-		-
Cash	$	43,347			43,347		-		-
	$	111,976		$	97,356	$	14,620	$	-
Liabilities:
Embedded derivative - convertible debentures due 2040	$	(393	)		-		-		(393	)
Embedded derivative - convertible debentures due 2041	$	(285	)		-		-		(285	)
Embedded derivative - convertible debentures due 2042	$	(176	)		-		-		(176	)
	$	(854	)	$	-	$	-	$	(854	)

Note 18 – Fair Value Measurements (continued)

In accordance with ASC Subtopic 350-20, and as described in Note 3, the Company performed nonrecurring fair value measurements of its indefinite-lived Siliconix tradenames as of the last day of its third fiscal quarter of 2016. As a result of the fair value measurements, the Siliconix tradenames with a carrying value of $20,359 were written down to their fair value of $18,800, resulting in an impairment charge of $1,559, recorded in the accompanying consolidated statements of operations for the year ended December 31, 2016.

The Company's nonrecurring fair value measurement of its Siliconix tradenames is considered Level 3 measurements. See Note 3 for further information on the measurements and inputs.

The Company maintains non-qualified trusts, referred to as "rabbi" trusts, to fund payments under deferred compensation and non-qualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale, and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the year. The company-owned life insurance assets are valued in consultation with the Company's insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the marketable securities held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The Company maintains defined benefit retirement plans in certain of its non-U.S. subsidiaries. The assets of the plans are measured at fair value.

Equity securities held by the non-U.S. defined benefit retirement plans consist of equity securities that are valued based on quoted market prices on the last business day of the year. The fair value measurement of the equity securities is considered a Level 1 measurement within the fair value hierarchy.

Fixed income securities held by the non-U.S. defined benefit retirement plans consist of government bonds in the Philippines and India and corporate notes that are valued based on quoted market prices on the last business day of the year. The fair value measurement of the fixed income securities is considered a Level 1 measurement within the fair value hierarchy.

Cash held by the non-U.S. defined benefit retirement plans consists of demand deposits on account in various financial institutions to fund current benefit payments. The carrying amount of the cash approximates its fair value.

The Company holds available for sale investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside of the U.S. The investments are valued based on quoted market prices on the last business day of the year. The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy.

The convertible senior debentures, due 2040, due 2041, and due 2042, issued by the Company on November 9, 2010, May 13, 2011, and May 31, 2012, respectively, contain embedded derivative features that GAAP requires to be bifurcated and remeasured each reporting period. Each quarter, the change in the fair value of the embedded derivative features, if any, is recorded in the consolidated statements of operations. The Company uses a derivative valuation model to derive the value of the embedded derivative features. Key inputs into this valuation model are the Company's current stock price, risk-free interest rates, the stock dividend yield, the stock volatility, and the debentures' credit spread over London Interbank Offered Rate (LIBOR). The first three aforementioned inputs are based on observable market data and are considered Level 2 inputs while the last two aforementioned inputs are unobservable and thus require management's judgment and are considered Level 3 inputs. The fair value measurement is considered a Level 3 measurement within the fair value hierarchy.

Note 18 – Fair Value Measurements (continued)

The Company enters into forward contracts with highly-rated financial institutions to mitigate the foreign currency risk associated with intercompany loans denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contracts was $100,000 and $100,000 as of December 31, 2017 and 2016, respectively. The forward contracts are short-term in nature and are expected to be renewed at the Company's discretion until the intercompany loans are repaid. We have not designated the forward contracts as hedges for accounting purposes, and as such the changes in the fair value of the contracts are recognized in the accompanying consolidated statements of operations as a component of other income (expense). The Company estimates the fair value of the forward contracts based on applicable and commonly used pricing models using current market information and is considered a Level 2 measurement within the fair value hierarchy. Due to the timing of the renewal of the forward contracts, the value of the forward contracts were immaterial as of December 31, 2017 and 2016. The Company does not utilize derivatives or other financial instruments for trading or other speculative purposes.

The fair value of the long-term debt, excluding the derivative liability and capitalized deferred financing costs, at December 31, 2017 and 2016 is approximately $1,071,200 and $860,600, respectively, compared to its carrying value, excluding the derivative liability and capitalized deferred financing costs, of $379,033 and $367,049, respectively. The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered level 2 inputs.

At December 31, 2017 and 2016, the Company's short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the date of acquisition; however they all mature within one year from the respective balance sheet dates. The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates their fair value. The investments are funded with excess cash not expected to be needed for operations prior to maturity; therefore, the Company believes it has the intent and ability to hold the short-term investments until maturity. At each reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary. No other-than-temporary impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for these securities during the periods presented. There have been no transfers to or from the held-to-maturity classification. All decreases in the account balance are due to returns of principal at the securities' maturity dates. Interest on the securities is recognized as interest income when earned.

At December 31, 2017 and 2016, the Company's cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less when purchased, and money market funds. The Company estimates the fair value of its cash, cash equivalents, and short-term investments using level 2 inputs. Based on the current interest rates for similar investments with comparable credit risk and time to maturity, the fair value of the Company's cash, cash equivalents, and held-to-maturity short-term investments approximate the carrying amounts reported in the accompanying consolidated balance sheets.

The Company's financial instruments also include accounts receivable, short-term notes payable, and accounts payable. The carrying amounts for these financial instruments reported in the accompanying consolidated balance sheets approximate their fair values.